bioAffinity prices a $4 million placement while appealing a Nasdaq delisting determination

by Jonas Halvorsen · August 14, 2026

Companies Reporter, The MicroCap Herald

bioAffinity Technologies, Inc. (Nasdaq: BIAF; warrants BIAFW) said on Thursday, August 13 that it had entered into a securities purchase agreement with a single institutional investor for a private placement expected to raise gross proceeds of approximately $4.0 million before placement agent fees and expenses. The company said it expects the transaction to close on or about Friday, August 14, subject to customary closing conditions. WallachBeth Capital LLC is acting as sole placement agent.

The structure is disclosed in detail in the company's announcement. bioAffinity is selling 8,462,027 shares of common stock, or pre-funded warrants in lieu of shares, together with two warrants to purchase an aggregate of up to 16,924,054 additional shares. The release states the combined effective offering price is $0.4727 for each share and its accompanying two warrants, and $0.4657 for each pre-funded warrant and accompanying two warrants; the pre-funded warrants carry an exercise price of $0.007 per share. The warrants carry an exercise price of $0.4727 per share and expire five years from issuance, and the release states they become exercisable only following stockholder approval. The figures reconcile: 8,462,027 multiplied by $0.4727 is approximately $4.0 million, and 16,924,054 is exactly twice 8,462,027.

Every share figure in this article is stated on the company's current post-split basis. bioAffinity effected a 1-for-30 reverse stock split on September 19, 2025, and all counts here reflect that adjustment; none are pre-split.

The arithmetic of the dilution is unusually stark even for this end of the market. StockAnalysis lists bioAffinity with roughly 8.1 million shares outstanding and a market capitalisation of about $3.1 million. The 8,462,027 shares being sold therefore approximate the entire existing share count on their own, and if the accompanying warrants were later exercised in full the company would issue a further 16,924,054 shares. Taken together, the transaction contemplates up to 25,386,081 new shares against a base of about 8.1 million — a figure that would leave existing holders with roughly a quarter of the company. The warrant exercises are not automatic and require a stockholder vote the company has not yet held.

The pricing also sits above where the stock finished the session. StockAnalysis recorded a closing price of $0.3830 on Thursday, August 13, down 18.98%, or $0.0897, on the day, which puts the prior close at $0.4727 — the same figure used as the combined effective offering price and the warrant strike. On that basis the warrants issued in this placement were struck above Thursday's closing market price and would require the stock to recover before they carry intrinsic value.

The financing arrives in the middle of an unresolved listing problem. In a Form 8-K, bioAffinity disclosed that on July 30, 2026 it received written notice of a delisting determination from Nasdaq for failing the $1.00 minimum bid price requirement of Listing Rule 5550(a)(2), the stock having closed below $1.00 for the 30 consecutive business days from June 16 through July 29. The 8-K states that the company is not eligible for any compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A) — not merely the standard 180 calendar days, but any cure period under that rule. The stated basis is Rule 5810(c)(3)(A)(iv), which provides that a company that has effected a reverse stock split over the prior one-year period is not eligible for any such compliance period. bioAffinity effected its 1-for-30 reverse split on September 19, 2025, inside the one-year lookback running against the June-July measurement period, and the 8-K cites that split as the disqualifying event.

The company said in the 8-K that it intended to submit an appeal to Nasdaq on August 6, 2026, which under Nasdaq's procedures stays the delisting and the suspension of its securities pending a Hearings Panel decision. bioAffinity has not publicly confirmed that the appeal was in fact filed, and no hearing date or panel decision has been disclosed. The company acknowledged in the filing that there can be no assurance the panel will grant relief or that compliance will be achieved. That outcome remains the single largest open question for holders.

The company does have a further reverse split pre-authorized. At its annual meeting on April 30, 2026, stockholders approved an amendment to effect a reverse split within a range of 1-for-2 to 1-for-250, with the ratio to be determined at the board's discretion and the board retaining authority to abandon it entirely, according to the 8-K reporting the vote results. The same meeting approved share issuances in non-public offerings under Nasdaq Rule 5635(d). A further reverse split would not by itself restore eligibility for a compliance period the company has already lost; whether any remediation plan satisfies the Hearings Panel is a matter for the panel.

The operating business is growing from a small base while consuming cash faster than it generates it. For the second quarter of 2026 bioAffinity reported revenue of $1,510,579, up from $1,269,483 a year earlier, with operating expenses of $4,845,443 against $3,785,043 and a net loss of $3,366,082, narrowed from $4,060,787. Cash and equivalents stood at $2,429,719 at June 30, 2026, down from $6,449,782 at December 31, 2025 — a decline of roughly 62% over six months. Weighted average basic and diluted shares for the quarter were 5,226,753.

Liquidity language in the company's periodic filings has been explicit and has not softened. In its first-quarter 10-Q, management stated that there is substantial doubt about the company's ability to continue as a going concern for a period of at least twelve months absent additional financing or significantly higher revenue, and said cash would support operations only through June 2026. The second-quarter 10-Q, filed August 7, 2026 for the period ended June 30, 2026, carries the same substantial-doubt conclusion and indicates the company's cash funds operations only into August 2026 — that is, into the current month. This is a second-quarter disclosure, not a carry-over of the first-quarter one.

The commercial figures the company has emphasised are real but small. bioAffinity said CyPath Lung test volume rose 216% year over year in the second quarter, with 1,097 test reports delivered in the first half of 2026 against 390 in the year-earlier period, and the number of physician offices and clinics ordering the test up 122%. Chief executive Maria Zannes attributed the growth to accelerating physician adoption and clinical confidence in the technology, according to the results release; the Herald found more than one wording of that statement in circulation and so does not quote it directly. The company also announced a partnership with Pictor, Inc. on July 22, 2026 aimed at asthma and COPD diagnostics.

The risks here should be stated without hedging. Approximately $4.0 million of gross proceeds is less than the company's second-quarter net loss, which means the placement extends the runway by a matter of months rather than resolving the funding question; further raises are likely and each would dilute again. The two warrant tranches create an overhang of 16,924,054 shares at $0.4727 that becomes exercisable only if stockholders approve, so holders face both the prospect of that dilution and the possibility that a failed vote leaves the structure unresolved. And the underlying listing question is live: the stock is under a delisting determination, has no access to any Nasdaq compliance period under Rule 5810(c)(3)(A), and depends on a Hearings Panel whose decision has not been disclosed. A delisting would move the security to the over-the-counter market, where liquidity and disclosure obligations differ materially.

The macro backdrop offers no cover for any of this. The S&P 500 rose 0.7% on Thursday to 7,798.99, topping its prior all-time high, while the Russell 2000 closed at 3,052.85, up 7.36 points or 0.2%, according to the Associated Press tally of Thursday's closes; both indexes set record closes, as Schaeffer's Investment Research reported. The Russell 2000 is a small-cap index, not a micro-cap proxy, and a company with a market value of roughly $3.1 million and an open delisting file is not participating in the index's arithmetic. The dates to watch are the placement's expected August 14 closing, the stockholder vote required to make the warrants exercisable, and the Hearings Panel decision.